MORTGAGES 


OF  THE 


DT 

”m 

I  si 

vm 

ill 

J  - . 

.j  A. 

A  L 

RAILROAD 


WITH  THE 


VOTES  OF  STOCKHOLDERS 


RELATING  THERETO. 


RUTLAND : 

TUTTLE  &  COMPANY,  PRINTERS. 
1  8  7  3. 


'R,  °)  "6(&  rYyxxf 


RUTLAND  RAILROAD. 


President’s  Office,  I 

Rutland,  Vt.,  Feb.  25th,  1873.  j 

In  compliance  with  a  vote  of  the  Board  of  Directors,  I  have 
caused  this  document  to  be  prepared  and  published. 

Special  attention  is  called  to  the  First  Mortgage  of  1872,  to  secure 
$1,500,000,  eight  per  cent,  bonds,  a  part  of  which  issue  the  com¬ 
pany  now  offer  for  sale  at  par  and  accrued  interest. 

A  careful  examination  will  satisfy  the  most  cautious  investor 
that  the  mortgage  is  duly  authorized,  both  by  the  laws  of  Ver¬ 
mont  and  by  the  votes  of  the  stockholders  ;  that  it  has  been  prop¬ 
erly  executed  and  recorded,  and  is  in  all  respects,  in  law  and  in 
fact — what  it  purports  to  be — a  valid  lien  on  the  Rutland  Rail¬ 
road,  its  franchises  and  appurtenances. 

To  show  the  substantial  character  of  this  security,  I  would  state 
that  the  lien  created  by  this  mortgage  for  $1,500,000,  is  upon  a 
Railroad  one  hundred  and  twenty  miles  in  length,  being  an  average 
of  $12,500  per  mile,  while  the  road  is  worth  at  least  $60,000  per 
mile. 

The  earnings  are  constantly  increasing  as  appears  by  the  fol. 
lowing  table : — 


Earnings  for  year  ending  January  1,  1863, 

$348,318  07 

<< 

66  66 

“  1864, 

455,264  36 

Earnings 

from  Sept.  1,  1863, 

to  Sept.  1 

,  1864, 

615,304  87 

« 

“  1864, 

66 

1865, 

725,237  60 

u 

“  1865, 

66 

1866, 

787,434  87 

a 

“  1866, 

66 

1867, 

823,786  94 

a 

“  1867, 

66 

1868, 

821,173  02 

<« 

“  1868, 

66 

1869, 

871,143  84 

66 

for  year  ending  November  1, 

1870, 

900,749  35 

66 

66  66 

66 

1872, 

980,544  25 

4 


The  above  table  shows  a  steady  and  healthy  growth  of  three 
fold  dining  the  ten  years  past,  mainly  from  its  local  business,  the 
securest  basis  of  permanent  value  a  road  can  have,  and  the  prospect 
for  future  increase  was  never  better  than  now.  The  yearly  net 
earnings  of  the  road  at  this  time  are  three  times  the  amount  of  the 
annual  interest  ($120,000)  upon  the  $1,500,000  First  Mortgage 
Bonds. 

These  facts  need  only  to  be  known  and  appreciated  to  give  these 
bonds  a  high  rank  in  any  market,  and  no  long  period  will  elapse 
after  the  company  have  disposed  of  this  loan,  before  they  will 
be  in  demand  at  a  premium. 

JOHN  B.  PAGE, 

President. 


EIGHT  PER  CENT.  FIRST  MORTGAGE 

OF  1872. 


Action  of  the  Corporation  Authorizing  the  Mortgage  of  the 
Road ,  to  Secure  the  Ronds  issued  under  date  of  Novem¬ 
ber  ls£,  1872,  for  $1,500,000,  Bearing  Interest  at  Eight 
per  cent .,  and  Payable  in  Thirty  Years  from  Date. 

At  a  meeting  of  the  stockholders,  held  on  the  13th  of  March, 
1872,  of  which  due  notice  had  been  given,  and  which  was  called  to 
consider  the  report  of  a  committee  appointed  at  a  former  meeting, 
and  to  take  such  action  thereon  as  the  interests  of  the  corporation 
might  require,  a  large  number  of  stockholders  being  present,  the 
committee  submitted  their  report.  Upon  the  subject  of  the  debt, 
and  the  method  of  funding  the  same,  they  say  : 

“  It  has  been  generally  understood  that  the  preferred  stock  in 
the  Rutland  Railroad  Company  carried  all  the  security  of  a  first 
mortgage,  and  that  was  undoubtedly  the  intention  when  the  charter 
was  obtained,  as  the  object  was  to  offer  the  strongest  inducements 
possible  to  the  holders  of  the  first  mortgage  bonds  of  the  Rutland 
&  Burlington  railroad,  to  surrender  their  bonds  and  take  the  pre¬ 
ferred  stock  of  the  Rutland  Railroad  Company,  and  as  between  the 
preferred  stock  and  the  common  stock,  and  in  the  absence  of  any 
unsecured  debt ,  .it  is  to  all  intents  and  purposes  a  first  lien  upon 
the  property,  but  by  the  general  law  of  Vermont,  any  legal  indebt¬ 
edness  of  the  Company  would  take  precedence  of  it,  and  while  no 
mortgage  can  be  put  upon  the  property  as  the  charter  now  exists, 
the  laws  of  Vermont  leave  no  room  to  doubt  that  the  rights  of 
the  preferred  stock  are  subordinate  to  those  of  creditors.  We 
desire  to  set  stockholders  right  on  this  point  before  submitting  our 
proposition. 

“The  plan  wThich  the  committee  respectfully  recommend  to  the 


6 


stockholders  for  their  adoption,  is  an  issue  of  $1,500,000  bonds,  to 
be  secured  by  a  First  Mortgage  on  the  road,  station  houses,  machine 
shops  and  property  of  the  Company,  now  under  lease  to  the  Ver¬ 
mont  Central  and  Vermont  &  Canada  Railroad,  exclusive  of  the 
rolling  stock,  already  mortgaged  for  the  payment  of  $500,000 
seven  per  cent.,  and  $500,000  eight  per  cent.  Equipment  Bonds, 
and  the  steamboat  property,  which  bonds  shall  be  redeemable  in 
thirty  years,  and  bear  eight  per  cent,  interest,  payable  semi  annually, 
free  of  Government  tax,  in  the  City  of  Boston,  and  to  be  issued 
with  “  coupons,”  or  “registered,”  as  subscribers  may  desire,  said 
bonds  not  to  be  issued  or  sold  at  less  than  the  par  value  thereof, 
and  the  proceeds  to  be  used  and  appropriated  only  and  exclusively 
for  the  payment  of  the  present  indebtedness  of  the  Company,  and 
the  interest  thereon,  the  bonds  first  to  be  offered  to  the  stockhold¬ 
ers  pro  rata :  and  they  recommend  that  the  directors  o f  the  Com¬ 
pany  be  instructed  to  apply  to  the  legislature  of  the  State  of  Ver¬ 
mont,  at  its  next  session  in  October,  1872,  for  such  an  amendment 
to  the  charter  of  the  Company  as  will  enable  the  corporation  to 
legally  make  and  execute  a  mortgage  for  the  security  of  the  pro¬ 
posed  issue  of  bonds  as  above  described.” 

The  committee,  in  closing  their  report  recommending  the  adop¬ 
tion  of  the  following  resolutions  : 

“  Voted,  That  the  directors  of  the  Rutland  Railroad  Company  are 
hereby  instructed  to  petition  the  General  Assembly  of  the  State  of 
Vermont,  at  its  session  in  October  next,  for  such  amendment  of 
their  charter  as  will  authorize  the  Company  to  make  and  execute  a 
mortgage  on  its  franchise,  railroads,  depots,  machine  shops,  and 
property  now  under  lease  to  the  trustees  and  managers  of  the  Ver¬ 
mont  Central  and  Vermont  &  Canada  Railroads,  not  including  the 
rolling  stock  already  mortgaged  for  the  payment  of  five  hundred 
thousand  seven  per  cent.,  and  five  hundred  thousand  eight  per  cent. 
Equipment  Bonds,  and  exclusive  of  the  steamboat  property,  as 
security  for  an  issue  of  bonds,  to  be  knowm  as  First  Mortgage 
Bonds,  and  not  to  exceed  in  amount  the  sum  of  one  million  five 
hundred  thousand  dollars,  redeemable  within  thirty  years,  and  to 
bear  interest  at  a  rate  not  exceeding  eight  per  cent,  per  annum, 
payable  semi-annually  in  the  City  of  Boston.” 

A  stock  vote  was  ordered,  the  tellers  reported  that  the  resolution 
had  been  adopted  by  nearly  a  unanimous  vote. 


7 


Whole  number  of  votes, .  .  39,021 

In  favor  of  the  resolution, . . .  38,822 

Against  the  resolution, .  199 


The  report  of  the  committee  with  the  action  thereon  was  sent 
by  mail  to  each  stockholder  Notice  of  the  intended  application 
to  the  General  Assembly  of  Vermont,  was  also  published  in  the 
newspapers,  and  at  the  October  session  of  1872,  on  the  petition  of 
the  corporation  the  charter  was  amended  as  follows,  viz. : 

AN  ACT  IN  AMENDMENT  OF  “AN  ACT  TO  INCORPO¬ 
RATE  THE  RUTLAND  RAILROAD  COMPANY,”  AP 
PROVED  MARCH  23,  1867. 

It  is  hereby  enacted  by  the  General  Assembly  of  the  State 
of  Vermont. 

Sec.  1.  The  Rutland  Railroad  Company,  if  it  shall  vote  so  to 
do,  at  a  meeting  of  the  stockholders  called  for  that  purpose,  shall 
have  power  to  issue  their  notes  cr  bonds  for  the  purpose  of  raising 
means  to  pay  the  indebtedness  of  said  Company,  which  notes  or 
bonds  shall  bear  interest  at  a  rate  not  exceeding  eight  per  cent., 
and  may  be  secured  by  mortgage,  and  in  such  manner  as  said  Com¬ 
pany  shall  deem  expedient. 

Sec.  2.  All  notes  or  bonds  which  may  be  issued  under  and  by 
virtue  of  section  one  of  this  act,  may  be  issued  for  such  sums  or 
amounts  as  said  corporation  shall  determine  by  their  vote,  and  shall 
be  made  payable  i-  not  more  than  thirty  years  from  the  time  of 
issuing  the  same. 

Sec.  3.  Any  mortgage  of  said  corporation  to  secure  the  pay¬ 
ment  of  said  notes  or  bonds  shall  be  recorded  in  the  office  of  the 
clerk  of  each  county  through  which  the  road  of  said  corporation 
passes,  instead  of  the  offices  of  the  town  clerks,  and  the  same  when 
so  recorded,  and  copies  of  such  record,  shall  have  the  same  effect  as 
if  recorded  in  the  several  offices  of  the  town  clerks  of  the  towns 
through  which  such  road  passes. 

Sec.  4.  Any  mortgage  of  said  corporation  of  their  franchise, 

'  furniture,  cars,  engine  and  rolling  stock  of  any  kind  authorized  to 
be  made  as  hereinbefore  provided,  when  properly  executed  and 
recorded  as  aforesaid,  shall  be  effectual  to  vest  in  the  mortgagee  or 
mortgagees  a  valid  mortgage  interest  in  and  lien  upon  such  prop- 


# 


8 


rety  without  delivery  or  change  of  possession  ;  and  for  the  pur¬ 
pose  of  mortgage  all  such  property  shall  be  deemed  a  part  of  the 
realty,  subject,  however,  to  the  provisions  of  section  one  hundred 
and  two  of  chapter  twenty-eight  of  the  General  Statutes 

Sec.  5.  All  parts  and  provisions  of  the  act  incorporating  said 
Company,  inconsistent  with  the  provisions  of  this  act,  are  hereby 
repealed. 

Sec.  6.  This  act  shall  take  effect  from  its  passage. 

Approved,  October  17th,  1872. 

At  a  meeting  of  the  stockholders  of  the  Rutland  Railroad  Com¬ 
pany,  held  the  21st  October,  1872,  of  which  due  notice  had  been 
given,  the  following  resolutions  and  votes  were  passed  unanimously  : 

Whereas,  The  Legislature  of  the  State  of  Vermont  have  passed 
an  act,  approved  October  17th,  1872,  entitled  “An  Act  in  amend¬ 
ment  of  an  act  to  incorporate  the  Rutland  Railroad  Company,” 
approved  March  28th,  1867  ;  now,  therefore,  is  it 

Resolved,  By  the  stockholders  of  the  Rutland  Railroad  Com¬ 
pany,  in  legal  meeting  assembled,  that  the  aforesaid  act,  approved 
as  aforesaid,  be,  and  the  same  is  hereby  accepted  and  adopted  by 
this  corporation  as  an  amendment  of  its  charter. 

Resolved ,  That  it  is  expedient  for  the  corporation  to  issue,  and 
the  President  and  Treasurer  are  hereby  authorized  and  empowered 
to  issue  obligations,  bonds  or  promisory  notes,  in  sums  of  one  hun 
dred  dollars,  five  hundred  dollars,  and  one  thousand  dollars  each,  to 
an  amount  not  exceeding  fifteen  hundred  thousand  dollars,  to  bear 
date  the  1st  day  of  November,  1872,  and  payable  in  thirty  years 
from  that  date,  with  interest  at  the  rate  of  eight  per  cent,  per 
annum,  payable  semi-annually,  with  coupons  or  interest  warrants 
thereto  attached,  for  the  purpose  of  raising  means  to  pay  the  indebt¬ 
edness  of  this  Company,  and  to  secure  the  payment  thereof,  accord¬ 
ing  to  their  tenor,  by  the  execution  of  a  mortgage  for  and  in  behalf 
or  the  Company,  of  its  franchise,  railroad  and  property,  exclusive 
of  such  rolling  stock  as  is  already  mortgaged  for  the  payment  of 
$500,000  seven  per  cent.,  and  $500,000  eight  per  cent.  Equipment 
Bonds,  and  subject  to  the  lease  or  contract  to  the  managers  of  the 
Vermont  Central  and  Vermont  &  Canada,  and  as  they  may  be 
advised,  shall  be  valid  and  binding ;  the  principal  and  interest  to 
be  payable  in  the  City  of  Boston. 


9 


Voted,  That  the  mortgage  to  be  executed  by  the  President  and 
Treasurer,  as  authorized  by  the  preceding  votes,  shall  be  made  in 
trust  to  Jacob  H.  Loud  and  Jacob  Edwards.  Any  vacancy  in  said 
trust,  by  death,  resignation  or  otherwise,  shall  be  filled  by  the 
directors,  at  a  meeting  called  for  that  purpose. 

Voted,  The  obligations  or  bonds  authorized  to  be  issued  by  the 
preceding  votes,  shall  be  sold  and  retire  an  equal  amount  of  claims 
against  the  indebtedness  of  the  Company,  now  outstanding,  or  in 
exchange  therefor. 

O 

Voted,  The  coupon  bonds  issued  under  the  preceding  votes,  may 
be  exchanged  into  registered  bonds,  in  sums  of  one  thousand  dol¬ 
lars  each,  at  the  option  of  the  holder  of  said  coupon  bonds. 

Voted,  That  the  draft  of  the  mortgage  authorized  by  the  pre¬ 
ceding  votes,  having  been  submitted  to  the  meeting,  the  same  is 
hereby  approved.  The  mortgage  is  as  follows  : 

An  Indenture,  made  this  2Jst  day  of  October,  1872,  by  and  be¬ 
tween  the  Rutland  Railroad  Company,  a  corporation  duly  con¬ 
stituted  and  organized  under  and  by  virtue  of  the  laws  of  the 
State  of  Vermont,  of  the  first  part,  and  Jacob  Id.  Loud  and 
Jacob  Edwards,  of  Boston,  Commonwealth  of  Massachusetts, 
of  the  second  part. 

Whereas,  The  said  corporation,  at  a  meeting  of  the  stockholders 
thereof,  duly  notified  and  held  on  the  twenty-first  day  of  October, 
current,  have  authorized  and  empowered  the  President  and  Treas 
urer  of  said  corporation  to  issue  the  obligations,  notes  or  bonds  of 
the  said  corporation,  in  sums  of  one  hundred  dollars,  five  hundred 
dollars,  and  one  thousand  dollars,  amounting  in  the  aggregate  to  a 
sum  not  exceeding  fifteen  hundred  thousand  dollars,  and  to  bear 
date  the  first  day  of  November,  1872,  and  to  bear  interest  at  the 
rate  of  eight  per  cent,  per  annum,  payable  semi-annually,  with  cou¬ 
pons  or  interest  warrants  thereto  attached  ;  the  principal  sum  to  be 
payable  in  thirty  years  from  the  date  thereof,  and  the  same,  as  well 
as  the  said  interest,  to  be  payable  in  said  Boston,  which  said  obli¬ 
gations,  notes  or  bonds  are  to  be  issued  for  the  purpose  of  raising 
means  to  pay  the  indebtedness  of  said  corporation. 

And,  whereas,  the  said  corporation  have  also  deemed  it  expedi¬ 
ent  and  proper  that  the  said  obligations,  notes  or  bonds,  and  the 
payment  thereof,  should  be  secured  by  a  mortgage  of  their  railroad 


10 


and  property,  exclusive  of  such  property  and  rolling  stock  as  is 
already  mortgaged  to  secure  the  payment  of  five  hundred  thousand 
dollars,  seven  per  cent.,  and  five  hundred  thousand  dollars  eight  per 
cent,  equipment  bonds,  and  subject  to  the  lease  or  contract  made 
by  said  corporation,  leasing  its  road  and  property  to  the  mana 
gers  of  the  Vermont  Central  and  Vermont  &  Canada  Railroads, 
and  have  so  resolved,  voted  and  directed  ;  and  have  also  voted  that 
the  obligations,  notes  or  bonds,  so  authorized  to  be  issued,  shall  be 
sold  only  to  retire  an  equal  amount  of  claims  against  or  indebted¬ 
ness  of  said  corporation,  or  in  exchange' therefor,  and  which  may 
be  also  exchanged  for  registered  bonds,  in  sums  of  one  thousand 
dollars  each,  at  the  option  of  the  holder  of  said  coupon  bonds. 

Now,  therefore,  this  indenture  witnesseth,  that  the  said  Rutland 
Railroad  Company,  in  consideration  of  the  premises  and  of  one 
dollar  paid  to  them  by  the  said  parties  of  the  second  part,  the 
receipt  whereof  is  hereby  acknowledged,  have  given,  granted,  bar¬ 
gained  sold  and  conveyed,  and  by  these  presents  do  give,  grant, 
bargain,  sell  and  convey  unto  the  said  parties  of  the  second  part  the 
railroad  and  franchise  of  said  corporation,  leading  from  the  City  of 
Burlington  to  Bellows  Falls  in  the  town  of  Rockingham,  in  the 
State  of  Vermont,  as  the  same  is  now  established,  constructed  and 
improved,  and  from  its  junction  with  the  Vermont  Central  Railroad 
at  said  City  of  Burlington  to  its  present  termination,  in  said  Bel¬ 
lows  Falls,  with  the  track  of  said  railroad,  and  the  roadway  and  all 
the  lands,  buildings,  depots,  station  houses,  freight  houses,  priviliges, 
fixtures,  easements  and  appurtenances  to  the  said  railroad  or  corpor¬ 
ation,  appertaining  or  belonging,  and  all  such  as  may  hereafter  pertain 
and  belong  to  said  corporation,  but  subject  to  the  lease  or  contract 
to  the  managers  of  the  Vermont  Central  and  Vermont  Canada 
Railroads,  leasing  the  said  railroad  and  property  for  the  term  of 
twenty  years  from  the  date  of  said  contract. 

To  have  and  to  hold  all  and  singular,  the  above  granted  and  des¬ 
cribed  railroad  and  premises  unto  the  said  parties  of  the  second 
part,  and  their  successors  in  trust,  for  the  use  and  benefit  of  the 
person  or  persons,  bodies  politic  or  corporate,  who  shall  become 
holders  of  the  said  bonds,  or  any  of  them,  subject  to  the  terms 
and  stipulations  of  the  said  bonds,  and  subject  to  said  lease  as  afore¬ 
said,  to  secure  unto  the  lawful  holder  or  holders  of  said  bonds,  rata¬ 
bly  and  without  preference,  and  to  be  issued  as  aforesaid. 


11 


The  said  several  trustees  shall  not  be  in  any  manner  liable  or 
responsible  for  any  acts  of  each  other  to  which  they  do  not  sever¬ 
ally  assent,  and  shall  be  accountable  only  for  the  exercise  of  reason¬ 
able  diligence  in  the  management  of  said  trust. 

And  it  is  hereby  agreed,  that  the  said  corporation  shall  have 
and  retain  the  right  to  convey  or  dispose  of,  as  they  shall  see  fit 
and  proper,  the  following  lands  and  real  estate,  which  are  hereby 
excepted  and  reserved  to  said  corporation,  to  wit : 

At  Bellows  Falls — dwelling  house  and  lot  occupied  by  J.  Bowtell, 
store  and  other  buildings  formerly  occupied  by  Harris,  Stone  &  Co. 

At  Bartonsville — farm  bought  of  Patrick  Mehan,  by  deed  dated 
September  Gth,  1870. 

At  Cavendish — lots  bought  of  Redfield  Proctor  and  wife. 

At  Rutland — land  north  of  freight  street,  occupied  by  Mansfield 
&  Stimson,  for  a  foundry  and  machine  shop ;  building  and  land 
formerly  occupied  by  Samuel  D.  Jen  ness  ;  land  on  which  engine 
house  of  Fire  Company  Washington  No.  2,  and  office  occupied  by 
Dr.  Goldsmith,  is  situated  ;  and  land  south  of  said  engine  house 
and  office  buildings  to  land  of  Harlem  Extension  Railroad. 

At  Burlington — Stone  store  and  Lake  House  property,  east  of 
track;  land  upon  which  is  situated  the  storehouse  of  Van  Sicklen 
&  Walker ;  lands  and  rights  conveyed  to  George  W.  Beckwith,  for 
the  purpose  of  building  a  wharf  under  a  contract,  dated  September 
15th,  18G8,  and  the  water  lots  adjoining  said  wharf,  the  title  to 
which  has  been  in  litigation  in  Chittenden  County  ;  the  water  front 
at  Burlington,  r^est  of  the  track,  and  south  of  George  W.  Beck- 
with’s  wharf. 

Land  leased  to  S.  W.  Wells,  at  Chester. 

Land  leased  to  Gecrge  F.  Hilton  and  Wm.  Miller.  At  Rutland, 
land  bought  of  Evelyn  Pierpoint,  by  deed  dated  28th  May,  1 865. 

Several  small  houses  or  buildings  within  the  railroad  bounds  are 
reserved  to  the  owners,  the  said  Company  having  no  rights  therein. 
And  any  other  lots  of  land  from  which  the  wTood  has  been  cut  off. 

And  the  said  Rutland  Railroad  Company  do  hereby  covenant 
with  the  parties  of  the  second  part,  and  their  successors,  in  the  said 
trust,  that  they  will,  at  any  and  all  reasonable  times  hereafter,  when 
thereto  requested,  make,  execute,  acknowledge  and  deliver  all  and 
such  other  further  deeds,  assurances  and  conveyances  whatsoever, 
as  may  be  advised  or  required  by  counsel  learned  in  the  law,  for  the 


12 


better  and  more  fully  and  effectually  assuring  and  conveying  unto 
the  said  parties  of  the  second  part,  or  their  successors  in  the  said 
trust,  the  rights,  franchise,  property  and  premises,  herein  and  here¬ 
by  granted  and  conveyed  to  them  or  intended  so  to  be. 

This  conveyance  is  upon  the  condition  and  limitation  that  upon 
the  payment  or  satisfaction  of  the  principal  and  interest  of  each 
and  every  of  said  bonds,  the  estate  and  property  hereby  granted, 
shall  be  wholly  reinvested  in  the  said  corporation. 

In  testimony  whereof  the  said  Rutland  Railroad  Company,  by 
John  B.  Page,  their  President,  and  J.  M.  Haven,  their  Treasurer, 
thereto  duly  authorized  by  the  votes  of  said  corporation,  have 
caused  the  seal  of  said  corporation  to  be  hereto  affixed,  and  the  said 
Paere  and  Haven  have  hereto  subscribed  their  names. 

o 

RUTLAND  RAILROAD  COMPANY. 

By  J.  B.  Page,  President.  [l.  s.] 

J.  M.  Haven,  Treasurer,  [l.  s.] 
Signed,  sealed,  and  delivered  in  the  presence  of 
John  Prout, 

J.  II.  Goulding. 

STATE  OF  VERMONT,)  gg 
Rutland  County.  j 

Rutland,  October  21st,  1872. 

Then  personally  appeared  John  B.  Page,  President,  and  Joel  M. 
Haven,  Treasurer  of  said  Company,  and  acknowledged  the  forego¬ 
ing  instrument  to  be  the  free  act  and  deed  of  them  and  each  of 
them  and  of  said  corporation.  • 

Before  me, 

JOHN  PROUT, 

Master  in  Chancery. 

We,  the  said  Jacob  H.  Loud  and  Jacob  Edwards,  hereby  assent 
to  and  accept  the  trust  created  by  the  foregoing  instrument.  Wit¬ 
ness  our  hands  and  seals,  this  21st  day  of  October,  A.  D.  1872. 

JACOB  EDWARDS,  [l.  s.] 
JACOB  H.  LOUD.  [l.  s.] 

In  presence  of  us. 

J.  Prout,  Witnesses  for  J.  Edwards. 

J.  H.  Goulding,  ) 

Geo.  F.  Swain,  )  Witnesses  for  J.  H.  Loud, 

Wm.  H.  Atkinson,  J 


Seal. 
Rutland 
R.  R.  Company 


13 


Addison  County  Clerk’s  Office  : — 

Received  and  recorded  this  25th  October,  1872,  in  book  8,  page  44. 

R.  W AIN W RIGHT,  Clerk. 


Rutland  County  Clerk’s  Office  : — 

Received  and  recorded,  25  October,  1872,  in  book  “B.”  page  69. 

HENRY  H.  SMITH,  Clerk. 


Chittenden  County  Clerk’s  Office: — 

Received  and  recorded,  October  25,  1872,  in  Records  of  Deeds, 
volume  1,  pages  230,  237  and  233.  Attest, 

A.  J.  HOWARD,  Clerk. 


Windham  County  Clerk’s  Office,  Oct.  26,  1372  : — 

Received  and  recorded,  volume  6,  page  160,  et  ah,  Records  of 
Deeds  and  Bonds.  Attest, 

R.  TYLER,  Clerk. 


Windsor  County  Clerk’s  Office: — 

Received  and  recorded  Oct.  23th,  1872,  in  volume  1,  of  Deeds, 
(new  series),  pp.  433,  434,  435  and  436. 

GEO.  B.  FRENCH,  Clerk. 


14 


SEVEN  PER  CENT.  EQUIPMENT  MORTGAGE 

OF  1870. 

An  Indenture,  made  this  28th  day  of  April,  A.  D.  1870,  by  and 
between  the  Rutland  Railroad  Company,  a  corporation  duly 
chartered  and  organized  under  and  by  virtue  of  the  laws  of 
the  State  of  Vermont,  of  the  first  part,  and  George  B.  Chase 
and  Jacob  Edwards,  of  Boston,  Massachusetts,  of  the  second 
part : 

Whereas,  The  directors  of  said  corporation,  at  a  meeting  duly 
held  on  the  10th  day  of  March,  A.  D.  1870,  passed  the  following 
resolution  : 

Resolved ,  “  That  this  Company  issue  its  bonds  to  the  amount  of 
five  hundred  thousand  dollars,  payable  in  ten  years  from  the  first 
day  of  May  next,  with  interest  coupons  attached,  at  seven  per 
centum  per  annum,  free  of  United  States  tax,  payable  semi-annu¬ 
ally  on  the  first  day  of  May  and  November,  in  each  year,  and  so 
far  as  can  legally  be  done,  to  secure  said  bonds  upon  the  rolling 
stock  of  the  road.  The  President  and  Treasurer  will  execute  said 
bonds  in  behalf  of  this  Company,  and  perfect  the  security,  under 
the  advice  of  the  counsel  of  the  corporation.” 

And,  whereas,  the  said  corporation,  at  a  meeting  of  the  stock¬ 
holders,  thereof,  duly  notified  and  held  at  Rutland,  in  said  State, 
on  the  28th  day  of  April,  A.  D.  1870,  by  vote,  thereby  ratified, 
approved,  adopted  and  confirmed  said  vote  or  resolution  of  the 
directors  of  said  Company,  and  thereby  authorized  and  empowered 
the  President  and  Treasurer  of  the  said  corporation  to  issue  the 
obligations  or  bonds  of  the  said  corporation,  amounting,  in  the 
aggregate,  to  the  sum  of  five  hundred  thousand  dollars,  as  expressed 
in  said  resolution,  and  which  obligations  or  bonds  are  to  be  issued 
for  the  purpose  of  paying  the  first  mortgage  bonds  of  the  Rutland 
&  Burlington  Railroad,  to  whose  rights  and  interests  the  said  Rut¬ 
land  Railroad  Company  have  succeeded,  and  which  debt  was  con¬ 
tracted  and  remains  a  lien  upon  said  railroad,  etc.,  for  the  building 
and  furnishing  the  said  railroad.  And,  whereas,  the  said  directors 
and  corporation  have  deemed  it  proper  that  the  said  obligations  and 
bonds  should  be  secured  by  a  mortgage  or  other  conveyance  of  the 
rolling  stock  of  said  corporation,  and  have  so  resolved,  voted  and 
directed. 


15 


'Now,  therefore,  this  indenture  witnesseth,  that  the  said  Rutland 
Railroad  Company,  in  consideration  of  the  premises,  and  of  one 
dollar  to  them  paid  by  the  said  parties  of  the  second  part,  the 
receipt  whereof  is  hereby  acknowledged,  and  for  divers  other  good 
and  valuable  considerations,  them  thereunto  moving,  have  given, 
granted,  bargained,  sold  and  conveyed,  and  by  these  presents  do 
grant,  bargain  sell,  and  convey  unto  the  said  parties  of  the  second 
part,  all  the  locomotive  engines,  passenger,  freight  and  other  cars, 
machinery,  tools,  implements,  utensils,  and  other  articles  of  per¬ 
sonal  property  of  like  description,  now  owned  by  the  said  corpora¬ 
tion,  and  as  the  same  may  be  hereafter  changed,  altered  or  renewed 
by  the  said  corporation  or  their  agents,  or  servants,  in  that  behalf, 
a  schedule  of  which  is  annexed,  and  which  sets  forth,  as  far  as  prac¬ 
ticable,  a  list  of  said  property. 

To  have  and  to  hold  the  same,  to  them  the  said  parties  of  the 
second  part,  and  their  successor,  successors  or  assigns ;  but  never¬ 
theless,  in  trust  for  the  person  or  persons  who  shall  hereafter  become 
holders  or  holder  of  the  said  bonds  of  the  said  corporation,  or  any 
of  them,  and  subject  to  the  terms  and  stipulations  of  the  said  bonds, 
and  also  subject  to  the  possession,  control,  and  management  of  the 
said  corporation,  so  long  as  the  said  company  shall  well  and  truly 
pay  and  perform  all  and  singular  the  stipulations  of  the  bonds 
aforesaid. 

And  the  said  trustees,  parties  of  the  second  part,  shall  not  in  any 
manner  be  liable  or  responsible  for  any  acts  of  each  other  to  which 
they  do  not  severally  assent,  and  shall  be  accountable  only  for  the 
exercise  of  reasonable  diligence  in  the  management  of  the  said 
trust ;  and  should  any  vacancies  hereafter  occur  among  said  trustees 
by  death  or  otherwise,  such  vacancies  shall  be  filled  by  appointment 
of  new  trustee  or  trustees,  to  be  nominated  by  the  directors  of  said 
company,  and  appointed  by  a  chancellor  of  the  State  of  Vermont. 

This  conveyance  is  upon  the  express  condition  and  limitation, 
that  upon  the  payment  or  satisfaction  of  the  principal  and  interest 
of  each  and  every  of  said  bonds,  the  interest  hereby 
granted,  shall  immediately  be  re-invested  in  law  and 
in  fact  in  the  said  corporation,  or  its  assigns,  without 

any  other  act. 

In  witness  whereof  the  said  Rutland  Railroad  Company,  by  John 

Page,  their  President,  and  Joel  M.  Haven,  their  Treasurer, 


$500 

United  States 
Rev.  Stamp. 


16 


thereto  duly  authorized,  as  appears  by  the  vote  of  the  said  corpora¬ 
tion  hereto  annexed,  have  caused  the  seal  of  said  corporation 
to  be  hereto  affixed,  and  the  said  Page  and  Haven  have  hereto  sub¬ 
scribed  their  names,  and  the  said  George  B.  Chase  and  Jacob 
Edwards  have  hereto  affixed  their  names  and  seals,  the  day  and 
year  first  above  written. 

RUTLAND  RAILROAD  COMPANY. 
By  John  B.  Page,  President,  [l.  s.] 
Joel  M.  Haven,  Treasurer,  [l.  s.] 

In  presence  of 
John  Prout. 

B.  B.  Smalley.  ' 

John  E.  Barnes,  )  Geo.  B.  Chase.  [l.  s.] 

Chas.  B.  F.  Adams,  to  j  Jacob  Edwards.  [l.  s.] 


Seal, 
Rutland 
Railroad  Co. 


STATE  OF  VERMONT,)  gg 

County  of  Rutland,  j 

At  Rutland,  in  said  County,  on  the  28th  day  of  April,  A.  D. 
1870,  personallyappeared  the  Rutland  Railroad  Company,  by  John 
B.  Page,  President,  and  Joel  M.  Haven,  Treasurer,  of  said  Company* 
signers  and  sealers  of  the  instrument  before  written,  and  acknowl¬ 
edged  the  same  to  be  the  free  act  and  deed  of  said  Company,  as  well 
as  the  free  act  and  deed  of  them,  and  each  of  them. 

Before  me. 

J.  PROUT, 

Master  in  Chancery. 


STATE  OF  MASSACHUSETTS,  j 

County  of  Suffolk,  >  ss. 

City  ot  Boston.  ) 

On  this  second  day  of  May,  A.  D.  eighteen  hun¬ 
dred  and  seventy,  before  me,  the  subscriber,  a  com¬ 
missioner  in  and  for  the  State  of  Massachusetts,  duly 
commissioned  and  authorized  by  the  Governor  of  the  State  of 
Vermont  to  take  the  acknowledgment  and  proof  of  deeds,  and 
other  instruments  of  writing  to  be  used  or  recorded  in  said  State 


Seal. 

Commissioner 
of  Deeds 
for  State  of 
Vermont. 


17 


of  Vermont,  personally  appeared  George  B.  '  Chase  and  Jacob 
Edwards,  the  same  individuals  named  and  described  in,  and  who 
subscribed  the  foregoing  instrument,  they  being  to  me  personally 
known,  and  they  severally  acknowledged  the  said  instrument  by 
them  signed  and  sealed,  to  be  their  free  act  and  deed. 

In  testimony  whereof  I  have  hereunto  set  my  hand  and  official 
seal,  at  the  City  of  Boston,  aforesaid,  the  day  and  year  last  above 
written. 

CHAS.  B.  F.  ADAMS, 
Commissioner  of  the  State  of  Vermont. 


Schedule  of  property  referred  to  in  the  foregoing  indenture,  and 
all  subject  to  the  legal  effect  of  the  claim  referred  to  in  the  bonds 
and  obligation  therein  secured,  and  the  mortgage  upon  which  it  is 
based,  viz.  : 

Tools  and  machinery  in  machine  shops  on  the  road. 

25  Hand  Cars  and  Track  Tools. 

30  Locomotive  Engines. 

4  Stationery  Engines. 

21  First  Class  Passenger  Cars. 

1  Drawing  Room  Car. 

2  Sleeping  Cars. 

1  U.  S.  Postal  and  Smoking  Car. 

9  Mail  and  Baggage  Cars. 

745  Eight-wheel  Freight  Cars,  (Seven  hundred  forty-five.) 


Chittenden,  ss., — County  Clerk’s  Office  : — 

Received  and  recorded  27th  May,  1870,  at  5:30  p.  m.,  in  volume 
1,  pp-  215,  216  and  217  of  Records  of  Deeds  of  Lands,  in  Chitten¬ 
den  County. 

A.  J.  HOWARD,  Clerk, 

Windsor  County,  ss.  : — 

Received  and  recorded  June  13,  1870,  in  volume  5,  (new  senes), 
page  352,  in  Records  of  Deeds,  etc. 

CHAS.  M.  MARSH,  Deputy  Clerk, 


2 


18 


Rutland,  ss., — County  Clerk’s  Office  : — 

Received  and  recorded  24  May,  1870,  at  5  o’clock  p.  m.,  in  Book 
“A,”  page  407. 

HENRY  H.  SMITH,  Clerk. 


Windham  County  Clerk’s  Office,  June  2d,  1870: — 

Received  and  recorded,  volume  6,  page  99,  Records  of  Deeds 
and  Mortgages. 

R.  TYLER,  Clerk. 


Addison,  ssm — County  Clerk’s  Office  : — 

Received  June  16th,  1870,  at  5  o’clock  p.  m.,  and  recorded  in 
Book  “8,”  page  4. 


R.  W.  W  AIN  WRIGHT,  Clerk . 


19 


EIGHT  PER  CENT.  EQUIPMENT  MORTGAGE 

OF  1870. 

An  Indenture  made  this  fifteenth  day  of  September,  A.  D.  1870, 
by  and  between  the  Rutland  Railroad  Company,  a  corporation 
duly  chartered  and  organized  under  and  by  virtue  of  the  laws 
of  the  State  of  Vermont,  of  the  first  part,  and  B.  T.  Reed 
and  Samuel  T.  Dana,  of  Boston,  in  the  County  of  Suffolk  and 
Commonwealth  of  Massachusetts,  of  the  second  part : 

Witnesseth,  That,  whereas,  the  said  party  of  the  first  part,  the 
said  Rutland  Railroad  Company,  at  a  meeting  of  the  stockholders 
thereof,  duly  called  and  held  at  Rutland,  in  the  County  of  Rutland 
and  State  of  Vermont,  on  the  14th  day  of  September,  A.  D.  1870, 
passed  and  adopted  the  following  votes  : 

Voted ,  That  the  President  and  Treasurer  be  directed,  and  they 
are  hereby  authorized  to  make  and  issue  the  bonds  or  notes  of  this 
company,  as  of  the  first  September,  1870,  not  exceeding  the  amount 
of  five  hundred  thousand  dollars,  payable  at  the  office  of  the  com¬ 
pany,  in  Boston,  in  ten  years  from  their  date,  with  interest  at  the 
rate  of  seven  per  cent,  per  annum,  payable  semi-annually,  free  of 
United  States  tax  ;  and  sell  the  same,  for  the  purpose  of  furnishing 
and  equiping  said  company’s  railroad,  and  paying  debts  contracted 
for  that  purpose. 

Voted,  That  said  President  and  Treasurer  be  also  directed,  and 
they  are  hereby  authorized  to  make,  execute  and  deliver  to  trustees 
on  behalf  of  this  company,  a  mortgage  of  the  rolling  stock  and 
equipment  now  owned  by  the  company,  subject  to  a  first  mortgage 
on  a  portion  thereof,  as  well  as  of  all  other  equipment  which  said 
company  has  since  acquired,  for  the  purpose  of  securing  the  pay¬ 
ment  of  said  bonds  or  notes,  and  as  they  may  be  advised  is 
necessary. 

Voted ,  That  said  mortgage  be  executed  to  B.  T.  Reed  and  Sam¬ 
uel  T.  Dana,  trustees,  for  the  benefit  of  purchasers  and  holders  of 
said  bonds  or  notes,  directed  to  be  issued,  secured  and  negotiated 
as  aforesaid. 

Now,  therefore,  the  said  Rutland  Railroad  Company,  in  consider¬ 
ation  of  the  premises  and  of  ten  dollars  to  them  paid,  by  the  said 


20 


parties  of  the  second  part,  the  receipt  whereof  is  hereby  acknowl 
edged,  and  for  divers  other  good  and  valuable  considerations  them 
thereto  moving,  have  granted,  bargained,  sold  and  conveyed,  and  by 
these  presents  do  grant,  bargain,  sell  and  convey  unto  the  said 
parties  of  the  second  part,  all  the  locomotive  engines,  passenger, 
freight  and  other  cars  now  owned  by  said  company,  and  which  they 
have  purchased,  a  portion  of  which  is  subject  to  a  first  mortgage 
thereon,  and  to  which  reference  is  hereby  made,  for  a  description  and 
list  of  property  subject  to  said  first  lien :  and  as  the  same,  may 
be  hereafter  changed,  altered  or  renewed  by  said  party  of  the  first- 
part,  or  their  successors,  agents  or  servants,  in  that  behalf,  a  sched¬ 
ule  of  which  is  hereto  annexed,  and  which  sets  forth,  as  far  as  is 
practicable,  a  list  of  said  property  and  above  referred  to. 

To  have  and  to  hold,  the  same  to  them,  the  said  parties  of  the 
second  part,  their  successor  or  successors,  or  assigns  ;  but  never¬ 
theless  in  trust  for  the  person  or  persons  who  shall  hereafter  become 
holders  and  owners  of  said  notes  or  bonds  of  the  said  party  of  the 
first  part,  or  any  or  either  of  them,  subject  to  the  terms  and  stipu¬ 
lations  of  said  notes  or  bonds  ;  and  also  subject  to  the  possession, 
and  the  control,  and  management  of  the  said  party  of  the  first  part, 
so  long  as  they,  the  said  party  of  the  first  part,  shall  well  and  fully 
pay  and  perform  all  and  singular  the  stipulations  of  the  said  notes 
or  bonds  authorized  to  be  issued  and  negotiated,  as  aforesaid,  accord 
ing  to  their  tenor  and  effect. 

And  the  said  party  of  the  first  part,  for  themselves,  successors 
and  assigns,  hereby  covenant  to  and  with  the  said  parties  of  the 
second  part  and  their  successors  and  assigns,  for  the  benefit  of  the 
holders  of  said  notes  or  bonds,  that  they  will  keep  all  and  singular 
the  aforesaid  described  property  in  as  good  order,  condition  and 
repair  as  the  same  now  is,  and  will  add  to  the  cars  and  locomotives, 
from  time  to  time,  as  may  be  required  to  replace  such  as  shall  be 
worn  out,  lost  or  destroyed,  so  as  to  keep  the  security  good  and 
undeteriorated  until  final  payment  of  said  notes  or  bonds. 

And  the  said  trustees,  parties  of  the  second  part,  shall  not  in  any 
manner  be  liable  or  responsible  for  any  acts  of  each  other  to  which 
they  do  not  expressly  assent,  and  shall  be  accountable  only  for  the 
exercise  of  reasonable  diligence  in  the  management  of  said  trust. 
And  should  any  vacancies  hereafter  occur  in  said  trust  by  reason 
of  death  or  otherwise,  said  vacancies  shall  be  filled  by  appointment 


21 


of  new  trustees  or  trustee,  to  be  nominated  by  the  directors  of  said 
Rutland  Railroad  Company,  and  appointed  by  a  Chancellor  of 
V  ermont. 

And  it  is  hereby  further  agreed  that  this  indenture  is  made  upon 
the  condition  and  limitation  that  upon  the  payment  and  satisfaction 
of  the  principal  and  interest  of  each  and  every  of  said  bonds,  issued 
under  the  votes  aforesaid,  and  negotiated  as  by  the  aforesaid  votes 
contemplated  and  provided,  that  the  interest  in  said  property  here¬ 
by  granted,  shall  immediately  be  reinvested,  in  law  and  in  fact,  in 
the  said  party  of  the  first  part,  or  their  successors  or  assigns,  with¬ 
out  any  other  act. 

In  witness  whereof,  the  said  Rutland  Railroad  Company,  by 
John  B.  Page,  their  President,  and  Joel  M.  Haven,  their  Treasurer, 
thereto  duly  authorized,  as  appears  by  the  votes  of  said  corpora¬ 
tion,  hereinbefore  set  forth,  have  caused  the  seal  of  the  said  corpo¬ 
ration  to  be  hereto  affixed,  and  the  said  Page  and  Haven,  have 
hereto  subscribed  their  names  ;  and  the  said  B.  T.  Reed  and  Samuel 
T.  Dana  have  hereto  affixed  their  names  and  seals,  the  day  and 
year  first  above  mentioned. 

RUTLAND  RAILROAD  COMPANY,  [l.  s.] 

By  John  B.  Page,  President, 

J.  M.  Haven,  Treasurer.  [l.  s.] 


$500 

United  States 
Rev.  Stamp. 


In  presence  of  us, 

Louis  M.  Fouquet. 

J.  Prout. 

[Seal  Rutland  R.  R.  Co.] 

J.  Avery  Richards  to 
Chas.  B.  Adams*  ) 

A.  W.  Adams,  j 


B.  T.  Reed.  [l.  s.] 
to  Samuel  T.  Dana.  [l.  s.] 


STATE  OF  VERMONT, 

Rutland  County, 

At  Rutland,  in  said  County,  on  this  15th  day  of  September,  A. 
D.  1870,  personally  appeared  the  said  Rutland  Railroad  Company, 
by  John  B.  Page,  their  President,  and  Joel  M.  Haven,  their  Treas¬ 
urer,  signers  and  sealers  of  the  foregoing  instrument,  and  acknowl¬ 
edged  the  same  to  be  the  free  act  and  deed  of  said  company,  as 
well  as  the  free  act  and  deed  of  them,  the  said  Page  and  Haven, 
and  each  of  them  before  me. 

J.  PROUT, 

Master  in  Chancery . 


22 


STATE  OF  MASSACHUSETTS,  ) 

County  of  Suffolk,  v  ss. 

City  of  Boston.  ) 

On  this  twenty  second  day  of  September,  in  the  year  eighteen 
hundred  and  seventy,  before  me,  the  subscriber,  a  commissioner  in 
and  for  the  State  of  Massachusetts,  duly  commissioned  and  author¬ 
ized  by  the  Governor  of  the  State  of  Vermont,  to  take  the  acknowl¬ 
edgment  and  proof  of  deeds,  and  other  instruments  of*  writing,  to 
be  used  or  recorded  in  said  State  of  Vermont,  personally  appeared 
Benjamin  T.  Reed,  the  person  named  in  and  who  subscribed  the 
foregoing  instrument,  he  being  to  me  personally  known,  and  he 
acknowledged  the  said  instrument  by  him  signed  and  sealed,  'to  be 
his  free  act  and  deed. 

In  witness  whereof,  I  hereunto  set  my  hand  and  seal  of  office, 
the  day  aud  year  last  above  written. 

CHAS.  B.  F.  ADAMS, 
Commissioner  of  the  State  of  Vermont. 


Seal 

Commissioner 
To  Vermont. 


STATE  OF  MASSACHUSETTS, 

County  of  Suffolk, 

City  of  Boston. 

On  the  twenty-third  day  of  September,  A.  D.  eighteen  hundred 
and  seventy,  before  the  subscriber,  a  commissioner  in  and  for  the 
State  of  Massachusetts,  duly  commissioned  and  authorized  by  the 
Governor  of  the  State  of  Vermont,  to  take  the  acknowledg¬ 
ment  and  proof  of  deeds  and  other  instruments  of  writing,  to  be 
used  or  recorded  in  said  State  of  Vermont,  personally  appeared 
Samuel  T.  Dana,  the  person  named  in  and  who  executed  the  fore" 
going  instrument,  he  being  to  me  personally  known,  and  he 
acknowledged  the  said  instrument,  by  him  signed  and  sealed,  to  be 
his  free  act  and  deed. 

In  witness  whereof,  I  hereunto  set  my  hand  and  seal  of  office* 
the  day  and  year  last  above  written. 

CHAS.  B.  F.  ADAMS, 

A  Commissioner  of  the 

State  of  Vermont . 


Seal. 

Commissioner  of 
State  of  Vermont. 


23 


Schedule  of  property  referred  to  in  foregoing  indenture : 

25  Hand  Cars. 

30  Locomotives. 

4  Stationary  Engines. 

21  First  class  Passenger  Cars. 

1  Drawing-Room  Car. 

2  Sleeping  Cars. 

1  U.  S.  Postal  and  Smoking  Car. 

9  Mail  and  Baggage  Cars. 

745  Eight-wheel  Freight  Cars. 

The  above  subject  to  a  first  lien,  as  expressed  in  the  foregoing 
indenture. 

300  freight  cars,  numbered  from  2001  to  2300,  inclusive. 

4  Locomotives,  namely  : — The  J.  M.  Haven,  James  H.  Wil¬ 
liams,  Geo.  B.  Chase,  and  Lawrence  Barnes. 

3  Passenger  Cars,  new,  first  class,  numbered  21,  22  and  23. 

And  all  such  other  equipment  as  may  be  purchased,  with  the 

bonds,  under  the  foregoing  recited  votes  and  indenture. 


Received  and  recorded,  20  October,  A.  D.  1870,  in  Book  A, 
page  413. 

HENRY  H.  SMITH, 

County  Clerk. 

Chittenden  Co.,  Clerk’s  Office,  Oct.  25,  1870  : — 

Received  and  recorded  in  volume  1,  of  Records  of  Deeds,  pages 
218,  19,  and  20.  Attest, 

A.  J.  HOWARD,  Clerk. 


Whereas,  At  the  meeting  of  the  stockholders  of  the  Rutland 
Railroad  Company,  held  on  the  14th  day  of  September,  A.  D.  1870, 
it  was  voted  by  the  stockholders  of  said  corporation,  as  follows  : — 
“  Voted,  That  the  President  of  this  Company  be,  and  he  hereby 
is  authorized  to  apply  to  the  Legislature  for  authority  to  increase 
the  rate  of  interest  on  the  bonds  authorized  in  the  preceding  vote, 
to  eight  per  cent.,  instead  of  seven  per  cent,  per  annum,  which  pre¬ 
ceding  vote  is  recited  and  set  forth  in  the  foregoing  mortgage.” 


24 


And,  whereas,  at  the  October  session,  A.  D.  1870,  of  the  Legis¬ 
lature  of  this  State,  the  said  Rutland  Railroad  Company,  by  an  act 
of  said  Legislature,  were  authorized  to  issue  their  notes  or  bonds 
bearing  interest  at  the  rate  of  eight  per  cent,  per  annum. 

And,  whereas,  the  said  Rutland  Railroad  Company  have  issued 
and  negotiated  no  bonds  Or  notes  under  the  aforesaid  mortgage  and 
votes,  or  either,  as  contemplated,  but  propose  and  contemplate  to 
issue  bonds  to  the  amount  authorized  by  said  votes,  bearing  inter¬ 
est  at  the  rate  of  eight  per  cent.,  as  authorized  by  the  above  vote. 
Now,  therefore,  in  consideration  of  the  premises,  and  in  order  to 
accomplish  the  purpose  aforesaid,  the  said  Rutland  Railroad  Com¬ 
pany  hereby  promises,  covenant  and  agree  to  and  with  the  said 
trustees  named  in  the  aforesaid  mortgage,  each  of  them,  and  their 
successors  in  said  trust,  that  the  said  mortgage  attached  hereto, 
shall  be  a  good  and  effectual  mortgage  security  for  the  payment  of 
the  bonds  or  notes  of  said*  Company,  and  all  of  them,  issued  and 
negotiated  by  said  Company,  under  the  authority  of  the  vote  afore¬ 
said,  and  the  law  authorizing  it  to  the  same  intent  and  effect,  as  if 
the  rate  of  interest  had  been  expressed  originally  in  said  mortgage 
at  eight  per  cent.,  payable  semi-annually,  free  of  United  States 
tax  :  the  said  Company  hereby  ratifying  and  confirming  said  inort, 
gage  to  that  intent  and  purpose,  and  as  a  security  for  the  payment 
of  said  eight  per  cent,  bonds,  and  according  to  their  terms,  tenor 
and  effect,  and  that  all  the  other  terms  and  stipulations  of  said 
mortgage  shall  be  applicable  thereto. 

In  witness  wdiereof,  the  said  Rutland  Railroad  Company,  by 
John  B.  Page,  President,  and  Joel  M.  Haven,  their  Treasurer, 
thereto  duly  authorized,  as  appears  by  the  votes  of  said  corporation, 
herein  and  above  set  forth,  have  caused  the  seal  of  said  corporation 
to  be  hereto  affixed,  and  the  said  Page  and  Haven  have  hereto  sub¬ 
scribed  their  names  this  25th  day  of  November,  A.  D.  1870. 

RUTLAND  RAILROAD  COMPANY. 

By  John  B.  Page,  President,  [l.  s.] 

J.  M.  Haven,  Treasurer.  [l.  s.  | 

In  presence  of  us. 

N.  Kellogg. 

J.  L  Dickerman. 


Seal, 
Rutland 
Railroad  Co., 


25 


STATE  OF  VERMONT, 

Rutland  County. 

At  Rutland,  in  said  County,  on  this  25th  day  of  November,  A. 
D.  1870,  appeared  the  said  Rutland  Railroad  Company,  by  John 
B.  Page,  their  President,  and  Joel  M.  Haven,  their  Treasurer,  sign¬ 
ers  and  sealers  of  the  foregoing  instrument,  and  acknowledged  the 
same  to  be  the  free  act  and  deed  of  said  corporation,  as  well  as  the 
free  act  and  deed  of  them,  the  said  Page  and  Haven,  and  each  of 
them. 

Before  me, 

J.  PROUT, 

Master  in  Chancery . 

The  undersigned  named  trustees  in  the  foregoing  mortgage,  here¬ 
by  assent  to  the  same  and  accept  the  said  trust  as  charged  by  the 
foregoing  instrument. 

Nov.  25th,  1870. 

B.  T.  Reed.  [l.  s.] 

S.  T.  Dana.  [l.  s.] 

Recorded  12  June,  1871. 

HENRY  H.  SMITH,  Clerk. 

Recorded  this  20th  day  of  June,  1870,  in  volume  1,  on  page  227. 
Attest, 

A.  J.  HOWARD, 

Clerk  of  Chittenden  County . 


Addison  County  Clerk’s  Office,  June  26,  1871: — 

Received  and  recorded  in  Book  8,  page  26. 

R.  W  AIN  WRIGHT,  Clerk. 

Windsor  County  Clerk’s  Office:,  July  3d,  1871: — 

Received  and  recorded  in  Record  of  Deeds,  volume  1,  (new 
series),  pages,  400,  401,  402,  403  and  405. 

GEO.  B.  FRENCH,  Clerk. 


Windhah  County  Clerk  s  Office,  July  8th,  1871  : — 

Recorded  in  volume  6,  page  132,  of  Records  of  Deeds  and  Exe¬ 
cutions.  Attest, 


3 


R.  TYLER,  Clerk. 


26 


The  foregoing  votes  and  mortgages,  having  been  compared  with 
the  records,  are  correct  copies  of  the  same. 

B.  B.  SMALLEY, 

Clerk  Rutland  Railroad  Company. 

February  10th,  1873. 


Note. — The  equipment  mortgages  ($500,000  each),  in  all 
$1,000,000,  are  secured  on  property  valued  at  more  than  the 
amount  of  the  bonds.  The  appraised  value  of  this  mortgaged 
property  is  to  be  maintained,  and  is  provided  for  in  the  contract 
with  lessees  of  the  same,  as  follows  : 

“Article  Fourth.  The  parties  of  the  second  part  (the  lessees) 
agree  to  keep  up  and  maintain  in  good  order  and  condition,  by 
repairs  and  renewals  as  the  same  may  be  needed,  all  the  present 
equipment  of  the  party  of  the  first  part,  as  aforesaid,  and  to  add 
such  new  cars  and  engines  as  may  be  necessary  to  provide  for  waste 
and  depreciation,  as  the  same  may  from  time  to  time  occur. 

And  they  also  agree  to  put  into  the  track  of  said  Rutland  Rail¬ 
road,  all  new  iron  or  a  proportionate  quantity  cf  steel  rails,  ties  and 
other  material  requisite  to  keep  the  track  and  road  always  in  a  good 
condition,  and  to  add  to  the  ballast  every  year,  so  much  as-  may  be 
necessary  to  keep  the  road  in  as  good  condition  as  it  now  is.  And 
to  keep  open  and  in  good  condition  all  the  drains,  and  that  all  the 
railroad  tracks,  turn  outs,  docks,  bridges,  buildings,  shops,  tools, 
machinery,  locomotives,  cais,  rolling  stock,  equipment  and  every¬ 
thing  herein  named,  or  not  named,  which  is  taken  by  the  party  of 
the  second  part,  shall  be  kept  in  repair,  restored  and  returned  to 
the  parties  of  the  first  part,  in  as  good  and  serviceable  condition  as 
when  taken  under  this  agreement,  in  the  manner  hereinafter  men¬ 
tioned  in  Article  eighth. 

Article  Eighth.  All  the  tracks,  buildings,  bridges,  locomotives, 
cars,  and  all  rolling  stock,  and  all  other  property  of  the  party  of 
the  first  part  (the  Rutland  Railroad)  the  use  whereof  is  taken  by 
the  party  of  the  second  part  (the  lessees),  shall  be  as  soon  as  prac¬ 
ticable  carefully  examined  and  inventoried  and  described  and  ap¬ 
praised  by  two  persons,  one  to  be  chosen  by  the  party  of  the  first 
part,  and  one  by  the  party  of  the  second  part  ;  and  if  upon  any 
point  they  differ,  said  appraisers  shall  choose  a  third,  who  shall  be 


27 


3iu  experienced,  practical  railroad  man,  and  disinterested,  and  the  de¬ 
termination  of  a  majority  of  said  appraisers  shall  be  conclusive. 

And  at  the  termination  of  this  contract  a  like  inventory  and 
description  and  appraisal  shall  be  made  in  the  same  manner  of  the 
same  and  substituted  property  and  all  additions  by  persons  similarly 
appointed  by  said  parties  and  their  successors  or  assigns,  who  shall 
determine  whether  the  whole  of  said  property  in  the  aggregate  is 
then  in  as  good  or  better  or  worse  condition  of  efficiency  and  shall 
appraise  the  value  of  the  difference  if  any,  and  the  difference  shall 
be  equalized  by  the  payment  by  one  party  to  the  other  as  the  case 
may  require,  both  of  which  appraisals  shall  be  at  a  gold  valuation.” 


